8-K
false000079296600007929662024-04-302024-04-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 30, 2024

 

Farmers & Merchants Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Ohio

001-38084

34-1469491

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

307 North Defiance Street, Archbold, Ohio

43502

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, including Area Code (419) 446-2501

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of Each Exchange

Common Stock, No Par Value

FMAO

NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 


ITEM 8.01 Other Events

On May 3, 2024, the Company issued a press release announcing the appointment of Mr. Andrew Briggs as Chairman of the Board of Directors of the Company and the Bank and the continuation of Mr. Kevin Sauder as Vice Chairman of the Board of Directors of the Company and the Bank at the April 30, 2024 annual organizational meeting. A copy of the press release is attached hereto as Exhibit 99 and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

Number

Exhibit

 

 

99

Company Press Release dated May 3, 2024

 

104

The Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized.

 

 

FARMERS & MERCHANTS BANCORP, INC.

 

(Registrant)

 

 

Dated: May 3, 2024

/s/ Lars B. Eller

 

Lars B. Eller

 

President and Chief Executive Officer

 

 

 

/s/ Barbara J. Britenriker

 

Barbara J. Britenriker

 

Executive Vice President and Chief Financial Officer

 


EX-99

Exhibit 99

https://cdn.kscope.io/6dd3eda6d18f564bd88ebad1dd6982da-img27245342_0.jpg 

 

 

Post Office Box 216

307 North Defiance Street

Archbold, Ohio 43502

NEWS RELEASE

 

Company Contact:

Investor and Media Contact:

Lars B. Eller

President and Chief Executive Officer

Farmers & Merchants Bancorp, Inc.

(419) 446-2501

leller@fm.bank

Andrew M. Berger

Managing Director

SM Berger & Company, Inc.

(216) 464-6400

andrew@smberger.com

 

Andrew Briggs Appointed Chairman
of Farmers & Merchants Bancorp, Inc. and F&M Bank

 

ARCHBOLD, OHIO, May 3, 2024 – F&M Bank (“F&M”), an Archbold, Ohio-based bank owned by Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) announced the appointment of Andrew Briggs as Chairman of the Board of both the Company and the Bank. As part of F&M’s comprehensive succession plan, current Board Chairman Jack Johnson will retire later this month after reaching the maximum age requirement as set forth in F&M’s bylaws. Kevin Sauder, President and CEO of Sauder Woodworking Company, will continue to serve as Vice Chairman of the Boards of Farmers & Merchants Bancorp, Inc. and F&M Bank.

Lars Eller, President and Chief Executive Officer, commented, “On behalf of everyone at F&M, I want to thank Jack for his long-standing service to the Company. As a member of our board since 1991, Jack has provided valuable leadership and guidance to the Company. I wish him all the best on his retirement from F&M.”

Mr. Briggs, age 69, has served as a director of Farmers & Merchants Bancorp, Inc., and F&M Bank since 2019, and serves on the Enterprise Risk Management Board Committee. He brings 40-plus years of banking experience to F&M, and was the former Chairman of Limberlost Bancshares, Inc. and President of its wholly-owned subsidiary, Bank of Geneva. Limberlost Bancshares, Inc. merged into F&M on January 1, 2019.

Lars Eller, President and Chief Executive Officer, lauds Mr. Briggs’ appointment, remarking, “Having a leader of Andrew’s caliber at the helm of our Boards exemplifies F&M’s steadfast commitments to our people and our passions. Today’s announcement also demonstrates our comprehensive succession plan and multi-year commitment to add new members to our Board of Directors. Of our 13 current board members, over half have joined our Board since 2016. I look forward to Andrew’s continued counsel and commitment to F&M, as our management team and Board work together to create long-term value for our shareholders.”

 

Mr. Briggs is a proven banker, leader, and community advocate. He was the 2019 Chairman of the Indiana Bankers Associations and is a member of the Indiana Bankers 40 Year Club. In 2019, he was honored with the Sagamore of the Wabash Award by Indiana Governor, Eric J. Holcomb,


and in August 2022, he was a recipient of the Indiana Bankers Association Leadership in Banking Excellence Award.

As an active member in his community, Mr. Briggs is Treasurer of the Indiana State Museum, corporate secretary of Limberlost State Historic Site, a current Director and past Treasurer of the Northeast Indiana Regional Development Authority, Director of the READI Commission for Northeast Indiana Region, Treasurer of Adams County Economic Development Corporation, and Treasurer of the Adams Public Library System. Additionally, he is past President of the Geneva Town Council.

Mr. Briggs is a proud alumnus of Ball State University. His comprehensive background in banking and corporate stewardship equips him to offer invaluable insight on industry dynamics, business expansion, and community enrichment to the Board.

 

About F&M Bank:

F&M Bank is a local independent community bank that has been serving its communities since 1897. F&M Bank provides commercial banking, retail banking and other financial services. Our locations are in Butler, Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Shelby, Williams, and Wood counties in Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben and Wells counties. The Michigan footprint includes Oakland County, and we have Loan Production Offices in West Bloomfield, Michigan; Muncie, Indiana; and Perrysburg and Bryan, Ohio.

Safe harbor statement:

Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.